8-K dated December 12, 2014



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 12, 2014
_______________________
TIVO INC.
(Exact name of registrant as specified in its charter)
_______________________

Delaware      
000-27141     
77-0463167
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

2160 Gold Street,
 
San Jose, California
95002
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code (408)519-9100
(Former name or former address, if changed since last report.)
_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01 Regulation FD Disclosure.
On December 12, 2014, Thomas Rogers, CEO & President of TiVo Inc., entered into a 10b5-1 trading plan, that will be effective on January 11, 2015, to exercise and sell non-qualified stock options and stock appreciation rights (SARs) that will otherwise expire on July 1, 2015 if unexercised.  Mr. Rogers’ 10b5-1 trading plan covers 749,099 expiring stock options and 1,000,000 expiring SARs (which equate to approximately 458,000 shares based on TiVo’s closing stock price of $12.03 on December 12, 2014). Following the expected sales, Mr. Rogers will hold approximately 4.2 million TiVo shares (or approximately 78% of his current holdings), which includes shares owned outright (including 76,685 shares acquired from the exercise of incentive stock options on August 28, 2014 at a cost of approximately $500,000 to Mr. Rogers) as well as vested stock options and vested and unvested time-based and performance-based restricted shares and restricted share units.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
        
Dated: December 16, 2014
TiVo Inc.
 
 
 
/s/ Matthew Zinn
 
Name: Matthew Zinn
 
Title: Senior Vice President, General Counsel, Corporate Secretary and Chief Privacy Officer